Common use of Grant of Rights and Restrictions Clause in Contracts

Grant of Rights and Restrictions. 2.1 Subject to the terms of the Agreement and the applicable License Type(s) set forth on the Order Form, Talend grants to Customer solely for its internal business operations a non-exclusive, non-transferable (a) right to access and use the Cloud Service; (b) license to use the Cloud Service Client solely as required to use the Cloud Service; (c) license to use the Software, Work Product, and Materials; (d) license to use and create derivative works of the Talend Accelerators solely in conjunction with the Subscription Services; and (e) perpetual license to use Generated Code. The Software and Cloud Service Client may include open source software not owned by Talend that is subject to separate license terms which must be accepted when using the Software and/or Cloud Service Client in order to use such open source software. The applicable open source software licenses will not materially or adversely affect Customer’s ability to exercise its rights in the Subscription Services. Customer is responsible for its Authorized Users’ compliance with the terms and conditions of the Agreement. 2.2 Customer grants to Talend, including its Affiliates and subcontractors, a non-exclusive, non-transferable, world-wide right to process and disclose Customer Data for the limited purpose of providing the Cloud Service. Customer will collect and maintain all personal data contained in Customer Data in compliance with applicable data privacy and protection laws. 2.3 The Subscription Services and Documentation may be modified by Talend, provided that any such modification does not materially reduce the service level commitments, support, or overall level of beneficial service provided to Customer prior to such modification. 2.4 Except as otherwise set forth in the Agreement, with respect to the Software, Cloud Service, Cloud Service Client, Work Product, Generated Code, and Materials Customer and its Authorized Users shall not (a) make derivative works, disassemble, decompile, reverse engineer, modify, or copy (in whole or in part); (b) transfer, sell, license, distribute, outsource, permit timesharing or service bureau use, or otherwise commercially exploit, or make them available to any third party; or (c) transmit any content or data that is unlawful or infringes any intellectual property rights, or that contains software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs, or otherwise circumvent or endanger their operation or security. Customer and its Authorized Users shall not (i) use the Subscription Services in any manner except as expressly permitted under the Agreement, (ii) use Talend Open Studio to process or utilize Generated Code; (iii) use Talend Accelerators with Talend Open Studio; (iv) use the Software or Cloud Service to process or utilize Unsupported Code, except that Customer may conduct a one-time initial import of the Unsupported Code to the Software or Cloud Service; (v) share access credentials of Authorized Users with any other individuals or third parties; (vi) attempt to circumvent, disable, or defeat any limitations encoded into the Software Subscription Key; or (vii) assign, transfer, or distribute any Materials provided to a specific Authorized User to any third party or any other Authorized Users. 2.5 The following applies to any Subscription Services provided on a trial, beta or evaluation basis: (a) Customer may only use such Subscription Services for the limited purpose of evaluating the Subscription Services during the Subscription Term for its own use; (b) such Subscription Services may not be used for production purposes; (c) the license for any Generated Code created during use of such Subscription Services shall terminate upon expiration of the Subscription Term, unless Customer moves to a paid Subscription Term, in which case, the license shall be as set forth in 2.1(e); (d) Customer shall not use a Cloud Service provided under this Section to process Customer Data subject to any data privacy laws or regulations; and (e) Talend reserves the right in its discretion to (i) modify the Cloud Service trial environment and/or the applicable Subscription Services; and (ii) revoke access to such Subscription Services, at any time.